EMC 2009 Annual Report Download - page 111

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for any "covered employee" within the meaning of Section 162(m) of the Code. The Performance Goals for any Performance Award for any such
"covered employee" shall be made not later than 90 days after the start of the Performance Period to which the Performance Award relates and (for
Performance Periods shorter than one year) prior to the completion of 25 percent (25%) of such period.
6.11.3 No Discretion to Increase Performance Awards. The Committee shall establish for each Performance Award the amount of Common
Stock payable at specified levels of performance, based on the Performance Goal for each Performance Criteria. The Committee shall make all
determinations regarding the achievement of any Performance Goals. The Committee may not increase the Common Stock that would otherwise be
payable upon achievement of the Performance Goal or Goals, but may reduce or eliminate the payments, except as provided in the terms of the
Performance Award.
6.11.4 Certification of Achievement of Performance Goals. The actual payments of Common Stock to a Participant under a Performance Award
will be calculated by applying the achievement of Performance Criteria to the Performance Goal. In the case of any Performance Award to a "covered
employee" within the meaning of Section 162(m) of the Code, the Committee shall make all calculation of actual payments of Common Stock and shall
certify in writing prior to the payment of the Performance Award the extent, if any, to which the Performance Goals have been met; provided, however,
that the Committee shall not be required to certify the extent to which the Performance Goals have been met if the payments under the Performance
Award are attributable solely to the increase in the price of the Common Stock.
6.11.5 Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be made in accordance with terms and
conditions prescribed or authorized by the Committee. The Committee may permit the Participants to elect to defer, or the Committee may require the
deferral of, the receipt of Performance Awards upon such terms as the Committee deems appropriate.
6.12 Authority of the Committee. Subject to the provisions of Section 9, the Committee shall have the authority, either generally or in any particular
instance, to waive compliance by a Participant with any obligation to be performed by him under an Award and to waive any condition or provision of an
Award, except that the Committee may not (a) increase the total number of shares covered by any Incentive Stock Option (except in accordance with
Section 7), (b) reduce the exercise price per share of any Incentive Stock Option (except in accordance with Section 7) or (c) extend the term of any Incentive
Stock Option to more than ten years. Any such waiver by the Committee in any particular instance shall not be construed as a bar, waiver or other limit of any
other right with respect to any other instance.
6.13 Listing of Common Stock, Withholding and Other Legal Requirements. The Company shall not be obligated to deliver any Common Stock until all
federal, state and international laws and regulations which the Company may deem applicable have been complied with, nor, in the event the outstanding
Common Stock is at the time listed upon any stock exchange, until the stock to be delivered has been listed or authorized to be added to the list upon official
notice of issuance to such exchange. In addition, if the shares of Common Stock subject to any Award have not been registered in accordance with the
Securities Act of 1933, as amended, the Company may require the person or persons who wishes or wish to exercise such Award to make such representation
or agreement with respect to the sale of Common Stock acquired on exercise of the Award as will be sufficient, in the opinion of the Company's counsel, to
avoid violation of said Act, and may also require that the certificates evidencing said Common Stock bear an appropriate restrictive legend.
7. Effect of Certain Transactions.
7.1 Changes to Common Stock. In the event of a stock dividend, stock split or other change in corporate structure or capitalization affecting the
Common Stock that becomes effective after the adoption of the Plan by the Board of Directors, the Committee shall make appropriate adjustments in (i) the